IES (IESC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for February 20, 2025, will be held virtually to enhance participation and reduce costs.

• Proxy materials and 2024 Annual Report are available online, with voting accessible via internet, phone, or mail.

• Key proposals include election of six directors, ratification of Ernst & Young LLP as auditors, advisory vote on executive compensation, and approval of the amended 2006 Equity Incentive Plan.

• Record date for voting is December 27, 2024; each share of common stock is entitled to one vote per proposal.

Voting matters and shareholder proposals

• Proposals: elect six directors, ratify Ernst & Young LLP as auditors for 2025, advisory vote on executive compensation, and approve amended 2006 Equity Incentive Plan.

• Majority vote required for all proposals except director elections, which require a plurality.

• Shareholders may submit proposals for the 2026 meeting by September 9, 2025, following specific bylaw procedures.

Board of directors and corporate governance

• Board set at six members, all standing for re-election; majority are independent per Nasdaq and SEC standards.

• Committees: Audit, Human Resources and Compensation, and Nominating/Governance, all composed of independent directors.

• Board emphasizes diversity, independence, and a mix of skills; succession planning and board evaluations are ongoing.

• Chairman and CEO roles are combined; board regularly reviews leadership structure and risk oversight.

• Stockholder communications and ethics hotline are available; codes of ethics are published.